| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/12/2020 | 3. Issuer Name and Ticker or Trading Symbol RedBall Acquisition Corp. [ RBAC.U ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 08/12/2020 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B ordinary shares | (1) | (1) | Class A ordinary shares | 14,195,000(2) | (1) | I(3)(4)(5)(6) | See Explanation of Responses(1)(2)(3)(4)(5)(6)(7)(8) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. As described in the issuer's registration statement on Form S-1 (File No. 333-240138) under the heading "Description of Securities-Ordinary Shares-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer concurrently with or immediately following the consummation of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
| 2. The Class B ordinary shares beneficially owned by the reporting persons include up to 1,875,000 Class B ordinary shares that will be surrendered without consideration to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. |
| 3. RedBall SponsorCo LP, a Cayman Islands exempted limited partnership, is the record holder of the shares reported herein. RedBall SponsorCo GP LLC, a Cayman Islands limited liability company, is the general partner of RedBall SponsorCo LP and has voting and investment discretion with respect to the ordinary shares held of record by RedBall SponsorCo LP. RedBird Series 2019 GenPar LLC, a Delaware limited liability company, is the sole member of RedBall SponsorCo GP LLC. RedBird Series 2019 Carry Vehicle LLC, a Delaware limited liability company, is the sole member of RedBird Series 2019 GenPar LLC. RedBird Capital Partners Holdings LLC, a Delaware limited liability company, is the sole member of RedBird Series 2019 Carry Vehicle LLC. RedBird Capital Partners LLC, a Delaware limited liability company, is the manager of RedBird Capital Partners Holdings LLC. |
| 4. (Continued from Footnote 3) Gerald J. Cardinale is the managing member of RedBird Capital Partners LLC. As a result, Mr. Cardinale and each of the foregoing entities may be deemed to have beneficial ownership of the shares held directly by RedBall SponsorCo LP. Each of Mr. Cardinale and each of the foregoing entities disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. |
| 5. RedBall SponsorCo LP, a Cayman Islands exempted limited partnership, is the record holder of the shares reported herein. S2019 RedBall LP, a Cayman Islands exempted limited partnership, is a limited partner of RedBall SponsorCo LP. RedBird Series 2019, LP, a Delaware limited partnership, is a limited partner of S2019 RedBall LP. RedBird Series 2019 GP Co-Invest, LP, a Delaware limited partnership, is a limited partner of S2019 RedBall LP. RedBird Series 2019 GP Co-Invest GenPar LLC, a Delaware limited liability company, is the general partner of RedBird Series 2019 GP Co-Invest, LP. RedBird Holdings Carry Vehicle LP, a Delaware limited partnership, is a member of RedBird Capital Partners LLC. RedBird Series 2019 Holdings Carry Vehicle LP, a Delaware limited partnership, is a limited partner of RedBird Holdings Carry Vehicle LP. Mr. Cardinale is a limited partner of RedBird Series 2019 Holdings Carry Vehicle LP. |
| 6. (Continued from Footnote 5) The foregoing entities are entities through which Mr. Cardinale may have a pecuniary interest by reason of direct or indirect ownership and as a result, each of the foregoing entities may be deemed to have beneficial ownership of the shares held directly by RedBall SponsorCo LP. Each of Mr. Cardinale and each of the foregoing entities disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. |
| 7. Due to the limitations of the Securities and Exchange Commission's EDGAR system, S2019 RedBall LP, RedBird Series 2019, LP, RedBird Series 2019 GP Co-Invest, LP, RedBird Series 2019 GP Co-Invest GenPar LLC, RedBird Holdings Carry Vehicle LP and RedBird Series 2019 Holdings Carry Vehicle LP have filed a separate Form 3/A. |
| 8. This Form 3/A is being filed to correct the original Form 3 filed on August 12, 2020 to add additional reporting persons and correct the reported number of shares of which the reporting persons may be deemed to have beneficial ownership. |
| Remarks: |
| RedBall SponsorCo LP, By: /s/ Gerald J. Cardinale, Authorized Signatory | 08/14/2020 | |
| RedBall SponsorCo GP LLC, By: /s/ Gerald J. Cardinale, Authorized Signatory | 08/14/2020 | |
| RedBird Series 2019 GenPar LLC, By: /s/ Gerald J. Cardinale, Authorized Signatory | 08/14/2020 | |
| RedBird Series 2019 Carry Vehicle LLC, By: /s/ Gerald J. Cardinale, Authorized Signatory | 08/14/2020 | |
| RedBird Capital Partners Holdings LLC, By: /s/ Gerald J. Cardinale, Authorized Signatory | 08/14/2020 | |
| RedBird Capital Partners LLC, By: /s/ Gerald J. Cardinale, Authorized Signatory | 08/14/2020 | |
| Gerald J. Cardinale, By: /s/ Gerald J. Cardinale | 08/14/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
